Pranav Constructions Ltd Directors Report

To The Members of

Pranav Constructions Limited

(Formerly known as Pranav Constructions Private Limited)

Your Directors have pleasure in presenting the 21^st Annual Report of Pranav Constructions Limited (formerly known as Pranav Constructions Private Limited) (Company) along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year (FY) ended March 31, 2024. The Report also includes consolidated performance of the Company and its subsidiaries.

1. SUMMARID FINANCIAL HIGHLIGHTS:

The Companys financial performance for the year under review along with previous years figures is given hereunder:

(All amounts in H million)

	STANDALONE		CONSOLIDATED
PARTICULARS	2023-24	2022-23	2023-24
Revenue from Operations	4,474.83	3,552.59	4,474.84
Other income	22.61	9.18	22.71
Total Income	4497.44	3561.77	4497.54
Expenses
Operating Expenses	3900.01	3051.65	3900.27
Depreciation and amortization expenses	26.63	17.18	26.63
Total Expenses (excluding finance cost)	3926.64	3068.83	3926.90
Profit before finance cost and tax	570.80	492.94	570.64
Finance cost	179.60	184.81	179.60
Profit before tax (PBT)	391.20	308.13	391.04
Provision for Tax:
Less: Current Year Tax		106.14
Less: Tax pertaining to earlier years	(7.52)	(0.01)	(7.52)
Less: Deferred Tax	2.39	(1.47)	2.39
Profit/(Loss) for the period	396.33	203.47	396.17
Other Comprehensive Income
Remeasurement gains/(losses) on defined benefit plan	(0.43)	1.44	(0.43)
Income tax relating to above	0.11	(0.36)	0.11
Total Comprehensive Income for the year	396.01	204.55	395.85
Earning per equity share:
(1) Basic earnings per share	6.44	3.49	6.44
(2) Diluted earnings per share	6.44	3.49	6.44

*During the year under review, the Company has incorporated two subsidiaries namely PCPL Foundation (incorporated on 07/04/2023) and PCPL Infra Private Limited (incorporated on 16/01/2024) and accordingly, the Consolidated Financial Statements have been prepared for the first time in FY 2023-24.

The Standalone and the Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and amendments, if any.

2. STATE OF THE COMPANYS AFFAIRS AND REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Standalone Financial Results:

During the year under review, the Company earned a total income of H 4,497.44 million as compared to H 3,561.77 million earned during the corresponding period of the previous year and primarily includes income earned from business of redevelopment of Co-operative Housing Societies.

The Profit After Tax (PAT) for the current year reached at H

396.33 million, a substantial increase of 94.7% compared to the profit of H 203.47 million recorded in the previous year. This significant rise in profitability underscores our commitment to enhancing operational efficiency and maximizing shareholder value. The Companys earnings per share were H 6.44 during the current year.

Consolidated Financial Results:

As this is the Companys first Consolidated Financial Statements, a comparison with the previous year has not been provided. During the year under review, the Company earned a total income of H 4,497.54 million, and recorded the Profit After Tax (PAT) of H396.17 million.

Looking ahead, the Company remains confident about its futureprospects.Wecontinuetoexplorenewopportunities for expansion and are focused on strengthening our core business areas. With a strong order book and a solid financial foundation, we are well-positioned to sustain our growth trajectory in the coming years.

In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies forms part of this Report. The Consolidated Financial Statements have been prepared as per the applicable Indian Accounting Standards (Ind-AS) issued by the Institute of Chartered Accountants of India (ICAI).

State of the Companys Affairs:

Pranav Constructions Limited (formerly known as Pranav Constructions Private Limited) is among the leading real estate redevelopment companies based in Mumbai, particularly focusing on redevelopment projects in the Western Suburbs. The company specializes in delivering Economical, Mid, and Mass, and Aspirational homes, working primarily through redevelopment agreements with Co-operative Housing Societies. The asset-light business model under which company operates enables the Company to operate efficiently, maximizing capital usage while maintaining strong project delivery capabilities.

Business Operations:

The Company has a proven track record of successfully completing projects within set timelines, enhancing its reputation as a reliable and trusted brand in the Western Suburbs of Mumbai. This reputation is key to the Companys strong brand recall, helping to build further trust and attract new business. The Companys strategic focus on the MCGM region (Municipal

Corporation of Greater Mumbai) aligns with its goal to continue leveraging the ‘PCPL brand for future growth.

Strategic Strengths:

Key strengths of the Company include:

Asset-Light Model: The Company maintains capital efficiency by entering into redevelopment agreements with housing societies which reduces the initial financial outlay as compared to acquisition of land, thereby allowing for higher scalability.

Stakeholder and Customer Management: The Company prides itself on being customer-centric, working with trusted suppliers, and fostering strong relationships with stakeholders.

Experienced Leadership and Management: Led by the Chairman and Managing Director Mr. Pranav Kiran Ashar, who has over 21 years of experience in the real estate sector, and the Whole-time Director Mr. Ravi Ramalingam, with over 16 years of expertise in finance and accountancy, the Company is well-positioned to capitalize on its strategic initiatives. Additionally, the Company is supported by a highly qualified management team with experience in operations, design and development, finance, engineering, marketing, legal, sales and other key areas.

Sustainability Initiatives:

The real estate industry is evolving with an increasing focus on environment friendly solutions, and the Company is taking active steps to incorporate sustainable practices in its redevelopment projects. These include: Green Buildings: The Company incorporates energy-efficient designs and uses sustainable materials in its redevelopment projects such as using low VOC materials and paints with low emission, using locally available building construction materials, etc., which helps in reducing the carbon footprint of the Company. Also, the Company is pursuing green building certification for its redevelopment projects, ensuring adherence to green standards.

Waste Management: TheCompanyhasadoptedcertain waste management strategies which aims at reducing and managing waste at project sites. This includes reusing broken bricks and blocks for waterproofing, use of materials with recycled content and a dedicated waste management plan for effective disposal.

Recognition for E-Waste Recycling: In March 2024, the Company was recognized by THRECO for its efforts in eco-friendly e-waste recycling, reflecting its commitment to environmental stewardship.

Market Position and Future Plans:

The Company continues to position itself as one of the leaders in the redevelopment segment of MCGM region, with under-construction and upcoming redevelopment projects designed to meet modern customer demands while aligning with industry trends towards sustainable construction. The Companys strong leadership and its ability to anticipate market needs provides a solid foundation to the Company for growth and expansion in the Mumbai real estate market.

Companys commitment to sustainable business practices and timely project execution positions it well for continued success in the redevelopment segment of MCGM region.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

4. THE AMOUNT, IF ANY, WHICH THE BOARD RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND:

The Board of Directors does not recommend any dividend for the year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven (7) years. Therefore, there were no funds which were required to be transferred to the Investor Education and Protection Fund (IEPF). Hence, the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. THE AMOUNTS, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors have not proposed to transfer any amount to any reserves. Therefore, entire profits of H 396.01 million earned during FY 2023-24 have been retained in the Statement of Profit and Loss Account.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors of the Company are highly experienced and hold expertise in their respective fields of technical, finance, strategic and operational management and administration. None of them are disqualified under Section 164(2)(a) and (b) of the Companies Act, 2013.

During FY 2023-24, there were no changes in the Boards composition except for change in designation of the following Directors:

1. The designation of Mr. Suneet J Desai (DIN: 09085067) was changed from an Executive Director to a Whole-Time Director in the Board Meeting held on 1^st April, 2023.

2. The designation of Mr. Ninad N Patkar (DIN: 09079018) was changed from an Executive Director to a Whole-time director in the Board Meeting held on 1^st April, 2023.

As on 31^st March, 2024, the Board of our Company consists of following members:

1. Mr. Pranav Kiran Ashar – Chairman & Managing Director

2. Mr. Ravi Ramalingam – Whole-time Director

3. Mr. Suneet J Desai – Whole-time Director

4. Mr. Ninad N Patkar – Whole-time Director

5. Mr. Pritesh Patangia – Non-Executive Director

Further, the following appointments of the Directors and Key Managerial Personnel have been made from 1^st April, 2024 till the date of this Report:

Directors:

1. Mr. Sreedhar Muppala (DIN: 06550712), was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on 30^th July, 2024.

2. Mr. Gautam Gulabchand Parekh (DIN: 00365417), was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on 30^th July, 2024.

3. Mr. Nihar Niranjan Jambusaria (DIN: 01808733), was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on 30^th July, 2024.

4. Ms. Nina Pradip Kapasi (DIN: 02856816), was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on 30^th July, 2024.

5. Mr. Harish Gopinath Kale (DIN: 02889367), was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on 30^th July, 2024.

Key Managerial Personnel:

1. Mr. Dilkhush Motilal Malesha (PAN: AQEPM6045P) was appointed as the Chief Financial Officer in the Board Meeting held on 1^st June, 2024.

2. Mr. Akshay Prem Kripalani (PAN: AMAPK4719J) was appointed as the Chief Sales and Marketing Officer in the Board Meeting held on 1^st June, 2024.

There was no change in the appointment of the Company Secretary & Compliance Officer of the Company. Ms. Ritu Jain is the Company Secretary & Compliance Officer of the Company.

Further, the appointments of the Chairman & Managing Director and all the Whole-time Directors of the Company were ratified and approved in the Board Meeting held on 5^th August, 2024 and further, ratified and approved by the shareholders in the Extra Ordinary General Meeting of the Company held on 20^th August, 2024 as mentioned below:

1. Mr. Pranav Kiran Ashar (DIN: 06800729) whose appointment as the Chairman & Managing Director was ratified and approved in the Board Meeting held on 5^th August, 2024 and further ratified and approved in the Extra Ordinary General Meeting of the Company held on 20^th August, 2024. His original appointment as the Chairman & Managing Director was made w.e.f. 19^th January, 2023 till 18^th January, 2028 in the Board Meeting held on 19^th January, 2023.

2. Mr. Ravi Ramalingam (DIN: 08752000) whose appointment as the Whole-time Director was ratified and approved in the Board Meeting held on 5^th August, 2024 and further ratified and approved in the Extra Ordinary General Meeting of the Company held on 20^th August, 2024. His original appointment as the Whole-time Director was made w.e.f. 25^th January 2023 till 24^th January, 2028 in the Extra Ordinary General Meeting held on 25^th January, 2023.

3. Mr. Suneet J Desai (DIN: 09085067) whose appointment as the Whole-time Director was ratified and approved in the Board Meeting held on 5^th August, 2024 and further ratified and approved in the Extra Ordinary General Meeting of the Company held on 20^th August, 2024. His original appointment was made w.e.f. 1^st April, 2023 till 31^st March, 2028 in the Board Meeting held on 1^st April, 2023.

4. Mr. Ninad N Patkar (DIN: 09079018) whose appointment as the Whole-time Director was ratified and approved in the Board Meeting held on 5^th August, 2024 and further ratified and approved in the Extra Ordinary General Meeting of the Company held on 20^th August, 2024. His original appointment was made w.e.f. 1^st April, 2023 till 31^st March, 2028 in the Board Meeting held on 1^st April, 2023.

The ratification of appointment of the Chairman

& Managing Director and all the Whole-time Directors of the Company were required pursuant to the Companys conversion from a Private Limited Company to a Public Limited Company w.e.f. 29^th July, 2024. After conversion of the Company into a Public Limited Company, the requirement of members approval had arisen for ratification of appointments of the Chairman & Managing Director and all the Whole-time Directors of the Company.

Retire by Rotation:

1. As per the provisions of the Companies Act, 2013, Mr. Pranav Kiran Ashar (DIN: 06800729), the Chairman & Managing Director of the Company who has held office for the longest period since his last appointment, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment. The Nomination and Remuneration Committee and the Board recommend his reappointment as the Chairman & Managing Director of the Company.

2. As per provisions of the Companies Act, 2013, Mr. Pritesh Patangia (DIN: 00807664), the Non-Executive Director of the Company, who has held office for the longest period since his appointment, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and the Board recommends his re-appointment as the Non-Executive Director of the Company.

8. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013:

The provisions of Section 149(6) of the Companies Act, 2013 pertaining to the appointment of independent directors do not apply to the Company for FY 2023-24.

As the appointments of Independent Directors were made in FY 2024-25 and henceforth, the declarations were received at that time pursuant to the provisions of Section 149(7) of the Companies Act, 2013. The declarations from Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the applicable rules, have been obtained. The Independent Directors have also confirmed that there has been no change in the circumstances which may affect their status as Independent Director and they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and that they are independent of the management.

9. MEETING OF INDEPENDENT DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company for FY 2023-24 is not applicable.

10. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

During FY 2023-24, the said provisions were not applicable to the Company.

Subsequently, the Independent Directors of the Company were appointed on 30^th July, 2024 and the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

The Directors of the Company are compliant with the provisionsofRule6oftheCompanies(Appointmentand Qualification of Directors) Rules, 2014, as applicable.

11. BOARD EVALUATION:

The provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 relating to the formal evaluation of the Board are not applicable to the Company for FY 2023-24.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The provisions of Section 177(9) and (10) of the Companies Act, 2013 relating to the establishment of a Vigil Mechanism / Whistle Blower Policy is not applicable to the Company for FY 2023-24. The same is applicable from FY 2024-25.

13. NUMBER OF BOARD MEETINGS:

Notice for every Board Meeting was prepared and circulated in advance to the Directors. During the year, forty-five (45) Board Meetings were duly convened and held, the details of which are enclosed as Annexure - I. The intervening gap between the Board

Meetings was within the period prescribed under the Companies Act, 2013.

The Company is in compliance with the secretarial standards issued by the Institute of Company Secretaries of India.

14. COMMITTEES OF THE BOARD:

TheprovisionsofSection177(AuditCommittee),Section 178 (Nomination and Remuneration Committee), and Section 178(5) (Stakeholders Relationship Committee) of the Companies Act, 2013 and the rules made thereunder are not applicable to the Company apart from Section 135 (CSR Committee) of the Companies Act, 2013 and the rules made thereunder for FY 2023-24.

Post conversion of the Company into a Public Limited Company w.e.f. 29^th July, 2024, the Company has constituted following board committees: (a) Audit Committee (under Section 177 of the Companies Act, 2013); (b) Nomination and Remuneration Committee (under Section 178 of the Companies Act, 2013);(c) Stakeholders Relationship Committee (under Section 178(5) of the Companies Act, 2013), and (d) committee of Independent Directors in the Board Meeting held on 3^rd August, 2024.

Audit Committee:

The composition of the Audit Committee is as under:

Sr. No.	Name of Directors	Position in committee	Nature of Directorship
1.	Mr. Gautam Gulabchand Parekh	Chairperson	Non-Executive & Independent Director
2.	Mr. Ravi Ramalingam	Member	Executive Director
3.	Mr. Harish Gopinath Kale	Member	Non-Executive & Independent Director
4.	Mr. Nihar Niranjan Jambusaria	Member	Non-Executive & Independent Director

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is as under:

Sr. No.	Name of Directors	Position in committee	Nature of Directorship
1.	Mr. Nihar Niranjan Jambusaria	Chairperson	Non-Executive & Independent Director
2.	Mr. Harish Gopinath Kale	Member	Non-Executive & Independent Director
3.	Mr. Sreedhar Muppala	Member	Non-Executive & Independent Director

Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee is as under:

Sr. No.	Name of Directors	Position in committee	Nature of Directorship
1.	Mr. Sreedhar Muppala	Chairperson	Non-Executive & Independent Director
2.	Mr. Pranav Kiran Ashar	Member	Executive Director
3.	Mr. Pritesh Patangia	Member	Non-Executive & Non-Independent Director

Corporate Social Responsibility Committee:

The composition of the Corporate Social Responsibility Committee is as under:

Sr. No.	Name of Directors	Position in committee	Nature of Directorship
1.	Mr. Pranav Kiran Ashar	Chairperson	Executive Director
2.	Mr. Gautam Gulabchand Parekh	Member	Non-Executive & Independent Director
3.	Mr. Ravi Ramalingam	Member	Executive Director

Committee of Independent Directors:

The composition of Committee of Independent Directors is as under:

Sr. No.	Name of Directors	Position in committee	Nature of Directorship
1.	Mr. Nihar Niranjan Jambusaria	Chairperson	Non-Executive & Independent Director
2.	Mr. Gautam Gulabchand Parekh	Member	Non-Executive & Independent Director
3.	Ms. Nina Pradip Kapasi	Member	Non-Executive & Independent Director

15. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits their responsibility statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations 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 and of the profit of the Company for that period;

(c) theDirectorshavetakenproperandsufficientcare 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 Directors have prepared the annual accounts 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. Internal Financial Control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information; 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.

16. CHANGES IN THE SHARE CAPITAL:

a. Authorised Share Capital:

As of 31^st March, 2024, the authorised share capital stood at H48,66,25,000/- (Rupees

Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face value of H10 (Rupees Ten Only) each.

In the Extra Ordinary General Meeting of the Company held on 1^st December, 2023, the Company increased its authorised share capital from H 48,51,25,000/- (Rupees Forty

Eight Crores Fifty One Lakhs Twenty Five Thousand Only) divided into 35,07,425 (Thirty Five Lakhs Seven Thousand Four Hundred Twenty Five) Equity Shares of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven Hundred) 9% Compulsory Convertible Preference Share of face value of H 447.50/- (Rupees Four Hundred Forty Seven Fifty Paisa Only) each to H 48,66,25,000/- (Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 36,57,425 (Thirty Six Lakhs Fifty Seven Thousand Four Hundred Twenty Five) Equity Shares of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven Hundred) 9% Compulsory Convertible Preference Shares of face value of H 447.50/- (Rupees Four Hundred Forty Seven Fifty Paisa Only) each.

In the Extra Ordinary General Meeting of the Company held on 4^th March, 2024, the authorised share capital of the Company was reclassified from H 48,66,25,000/- (Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 36,57,425 (Thirty Six Lakhs Fifty Seven Thousand Four Hundred Twenty Five) Equity Shares of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven Hundred) 9% Compulsory Convertible Preference Shares of face value of H 447.50/- (Rupees Four Hundred Forty Seven Fifty Paisa Only) each to H 48,66,25,000/- (Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face value of H10/- (Rupees Ten Only) each, which was approved on 17^th May, 2024 by the Ministry of Corporate Affairs (MCA)/ Registrar of Companies.

Further, in the Extra Ordinary General Meeting of the Company held on 28^th May, 2024, the authorised share capital of the Company increased from H 48,66,25,000/-

(Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face value of H10/- (Rupees Ten Only) each to H 88,66,25,000/- (Rupees Eighty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 8,86,62,500 (Eight Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face value of H10/- (Rupees Ten Only) each.

b. Paid-Up Share Capital:

During FY 2023-24, the Company increased its paid-up share capital through rights issue of 1,51,488 (One Lac Fifty One Thousand Four Hundred Eighty Eight) Equity Shares of face value of H10/- (Rupees Ten Only) each at a premium of H 990/- (Rupees Nine Hundred

Ninety Only) per share totaling to H 1000/- (Rupees One Thousand Only) per share; in the Board Meeting held on 30^th December, 2023.

As of March 31, 2024, the paid-up share capital of the Company was H 3,65,05,880/-

(Rupees Three Crores Sixty Five Lakhs Five Thousand Eight Hundred Eighty Only) divided into 36,50,588 (Thirty Six Lakhs Fifty Thousand Five Hundred Eighty Eight) Equity Shares of face value of H 10/- (Rupees Ten Only) each.

Further, subsequent to the end of FY 2023-24, the Company had issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand Seven Hundred and Four) Equity Shares of face value of H 10/- (Rupees Ten Only) each as bonus shares in the ratio of 8:1 to its shareholders in the Extra Ordinary General Meeting of the Company held on 25^th May, 2024.

The Company has further issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand Seven Hundred and Four) Equity Shares of face value of H 10/- (Rupees Ten Only) each as bonus shares in the ratio of 8:9 to its shareholders in the Extra Ordinary General Meeting of the Company held on 31^st May, 2024.

c. Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

d. Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

e. Bonus Shares:

The Company has not issued any Bonus Shares during the year under review i.e FY 2023-24.

However, subsequent to the end of FY 2023-24, the Company had issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand Seven Hundred and Four) Equity Shares of face value of H 10/- (Rupees Ten Only) each as bonus shares in the ratio of 8:1 to the shareholders in the Extra Ordinary General Meeting of the Company held on 25^th May, 2024. The Company has further issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand Seven Hundred and Four) Equity Shares of face value of H 10/- (Rupees Ten Only) each as bonus shares in the ratio of 8:9 to the shareholders in the Extra Ordinary General Meeting of the Company held on 31^st May, 2024.

f. Employees Stock Option Plan:

The Company has not provided any Employees Stock Option Scheme to its employees.

17. DEPOSITS:

The Company has not taken any deposits during the year under review.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments made under Section 186 are furnished in Notes No.

07 & 15 of the Audited Financial Statements as on 31^st March, 2024.

19. LOAN FROM DIRECTORS:

During the year under review, the Company has taken H 797 million unsecured loan from directors. Opening balance of the said loan was H 125.38 million and repaid of H 717.50 million and closing balance was H 204.88 million. Pursuant to the Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 declaration has been received from the Director that the amount has not been given out of the funds acquired by them, either by borrowings or by accepting loans or deposits. Reference to the Note No. 22 of the Audited Financial Statements as on 31^st March, 2024.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

PCPL Foundation: Incorporated on 7^th April, 2023 under the provisions of Section 8 of the Companies Act, 2013 and is a wholly owned subsidiary of Pranav Constructions Limited (formerly known as Pranav Constructions Private Limited). PCPL Foundation is primarily engaged, inter alia, in promotion of commerce, art, science, sports, education, research, social welfare activity and contribute to other socio-economic development or any such objects.

PCPL Infra Private Limited: Incorporated on 16^th January, 2024 under the provisions of the Companies Act, 2013 and is a subsidiary of Pranav Constructions Limited (formerly known as Pranav Constructions Private Limited). PCPL Infra Private Limited is primarily engaged, inter alia, in the business of development, maintenance and operations of infrastructural projects and facilities and to act as builders, real estate developers for infrastructure projects and facilities.

Except as disclosed above, the Company does not have any other subsidiary, joint venture, or associate company.

In accordance with Section 129 of the Companies Act, 2013, read with the rules made thereunder, the Company has prepared a Consolidated Financial Statements of the Company and all its Subsidiary Companies, as the case may be, which is forming part of this Report.

A statement containing salient features of the financial statements and other necessary information of the Subsidiaries/Associates/Joint venture companies in the format prescribed under Form AOC-1 is included as ‘Annexure II to this Report.

The said Form also highlights the financial performance of each of the Subsidiaries of the Company, as included in the Consolidated Financial Statements of the Company.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, the Company entered into related party transactions as defined under Section 188 of the Companies Act, 2013. There have been no materially significant related party transactions with our Directors, Key Managerial Personnel or other designated individuals that could potentially create conflicts of interest with the overall interests of the Company. The particulars of every contract or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including material transactions entered at arms length basis and in ordinary course of business, as provided under third proviso to Section 188(1), in prescribed Form No. AOC -2 is appended as Annexure - III to this Report.

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

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure - IV to this Report.

23. AUDITORS:

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M S K A Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five (5) years in the Annual General Meeting of the Company held in 2022 till the conclusion of Annual General Meeting to be held for the year ending 31^st March, 2027, on such remuneration, including out of pocket expenses and other expenses as may be mutually agreed by and between the Board of Directors and the Statutory Auditors.

Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, in its meeting held on 1^st April, 2023 has appointed Mr. S Lakshminarayanan (Membership No. ACS: 6423 and C. P. No.: 2788), Practicing Company Secretary, as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for FY 2023- 24 and issue Secretarial Audit Report as required under the Companies Act, 2013. The Secretarial Audit Report is annexed as Annexure VI which forms part of this Report.

Internal Auditor:

Mr. Rajat Tibra, Chartered Accountants (Membership No. ACA471011), was appointed as the Internal Auditor of the Company for FY 2023-24 in the Board Meeting held on 25^th October, 2023.

Cost Auditor:

M/s. V. J. Talati Co., Cost Accountants (Registration No. R00097) was appointed as the Cost Auditor of the Company for FY 2023-24 in the Board Meeting held on 27^th September, 2023.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITOR IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Auditors and Secretarial Auditors in their respective reports.

25. ANNUAL RETURN:

In compliance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return in Form MGT-7 for FY 2023-24, is made available on the website of the Company at https://www.pranavconstructions.com.

26. MATERIAL CHANGES AND COMMITMENT (IF ANY) AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THIS REPORT:

Following material changes and commitments occurred during FY 2023-24 and till the date of this Report affecting the financial position of the Company:

Authorised Share Capital:

During FY 2023-24, the Company increased its authorised share capital from H 48,51,25,000/-

(Rupees Forty Eight Crores Fifty One Lakhs Twenty Five Thousand Only) divided into 35,07,425 (Thirty Five Lakhs Seven Thousand Four Hundred Twenty Five) Equity Shares of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven Hundred) 9% Compulsory Convertible Preference Share of face value of H 447.50/- (Rupees Four Hundred Forty Seven Fifty Paisa Only) each to H 48,66,25,000/- (Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 36,57,425 (Thirty Six Lakhs Fifty Seven Thousand Four Hundred Twenty Five) Equity Shares of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven Hundred) 9% Compulsory Convertible Preference Shares of face value of H 447.50/- (Rupees Four Hundred Forty Seven Fifty Paisa Only) each in the Extra Ordinary General Meeting of the Company held on 1^st December, 2023.

In the Extra Ordinary General Meeting of the Company held on 4^th March, 2024, the authorised share capital of the Company was reclassified from H 48,66,25,000/- (Rupees Forty Eight Crores Sixty Six

Lakhs Twenty Five Thousand Only) divided into 36,57,425 (Thirty Six Lakhs Fifty Seven Thousand Four Hundred Twenty Five) Equity Shares of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven Hundred) 9% Compulsory Convertible Preference Shares of face value of H 447.50/- (Rupees Four Hundred Forty Seven Fifty Paisa Only) each to H 48,66,25,000/- (Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face value of H10/- (Rupees Ten Only) each, which was approved on 17^th May, 2024 by the Ministry of Corporate Affairs (MCA)/Registrar of Companies.

Further,theauthorisedsharecapitaloftheCompany increased from H 48,66,25,000/- (Rupees Forty Eight

Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face value of H10/- (Rupees Ten Only) each to H 88,66,25,000/- (Rupees Eighty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 8,86,62,500 (Eight Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face value of H10/- (Rupees Ten Only) each.

Paid-Up Share Capital:

During FY 2023-24, the company increased its paid-up share capital through Rights issue of 1,51,488 (One Lac Fifty One Thousand Four Hundred Eighty Eight) equity shares of face value of H 10/- (Rupees Ten Only) each at a premium of H 990/- (Rupees Nine Hundred Ninety Only) per share totaling H 1000/- (Rupees One Thousand

Only) per share; in the Board meeting held on 30^th December, 2023. As of March 31, 2024, the paid-up share capital of the company was H 3,65,05,880 (Rupees Three Crores Sixty Five Lakhs Five Thousand Eight Hundred Eighty Only) divided into 36,50,588 (Thirty Six Lakhs Fifty Thousand Five Hundred Eighty Eight) equity shares of face value of H10 (Rupees Ten Only) each.

In the Extra Ordinary General Meeting of the Company held on 25^th May, 2024, the Company had issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand Seven Hundred and Four) Equity Shares of face value of H 10/- (Rupees Ten

Only) each as bonus shares in the ratio of 8:1 to its shareholders.

The Company has further issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand Seven Hundred and Four) Equity Shares of face value of H10/- (Rupees Ten Only) each as bonus shares in the ratio of 8:9 to its shareholders in the Extra Ordinary General Meeting of the Company held on 31^st May, 2024.

Incorporation of subsidiary companies:

PCPL Foundation: Incorporated on April 7, 2023, as a Section 8 Company under the provisions of the Companies Act, 2013 and is a wholly owned subsidiary of Pranav Constructions Limited (Formerly known as Pranav Constructions Private Limited).

PCPL Infra Private Limited: Incorporated on January 16, 2024 as a private limited company under the provisions of the Companies Act, 2013 and is a subsidiary of Pranav Constructions Limited (Formerly known as Pranav Constructions Private Limited).

Conversion into a public limited company:

Pursuant to a resolution passed in the Extra Ordinary General Meeting of the Company held on 5^th June, 2024, the Company was converted from a Private Limited Company to a Public Limited Company w.e.f. 29^th July, 2024.

Proposed to raise capital through Initial Public Offering:

AtameetingheldonAugust20,2024,themembers approved a proposal to raise capital through an initial public offering (IPO) and an offer for sale. The public issue will consist of a fresh issue of Equity Shares aggregating up to H 3,850 million and an offer for sale of up to 18,61,800 Equity Shares.

27. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

In terms of the requirement of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy, the objective of which shall be to ensure identification, evaluation, monitoring and minimizing identifiable risks in a timely manner through the Board of Directors of the Company.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative.

The common risks inter-alia are: Regulations, Competition, Business risk, Retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

28. FRAUD REPORTING:

During the year under review, no cases of fraud have been reported to the Board.

29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rules 6 and 7 of the Companies

(Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company during FY 2023-24.

30. IN CASE OF A COMPANY COVERED UNDER SUB-SECTION (1) OF SECTION 178, COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The provisions of Section 178 of the Companies Act, 2013 is not applicable to the Company for FY 2023-24.

31. HUMAN RESOURCES:

A well-disciplined workforce lies at the very foundation of the Companys major achievements and shall well continue for the years to come.

The Company treats its workforce as one of its most important assets. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

32. A STATEMENT THAT THE COMPANY HAS 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:

The Company has a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Director state that the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company has not received any complaints pertaining to sexual harassment during FY 2023-24.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future options.

34. COST RECORDS COST AUDIT:

In respect of FY 2023-24, the Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the construction industry, and accordingly such accounts and records are made and maintained by the Company.

The said cost accounts and records are also required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read with relevant notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly, the Board of Directors has appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company for FY 2023- 24.

In respect of FY 2024-25, the Board, in its meeting dated 24.09.2024 based on the recommendation of the Audit Committee, has approved the appointment of M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company. The resolution for ratification of the remuneration to be paid for the said appointment for FY 2024-25 is included in the notice of the ensuing Annual General Meeting.

The Company has received the Cost Audit Report for FY 2023-24 from the Cost Auditors of the Company and there was no qualification, reservation or adverse remark or disclaimer made by the Cost Auditors in their Report.

The provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit is applicable to the Company and the report is enclosed as Annexure – V.

35. SECRETARIAL AUDIT:

The Company has appointed Mr. S. Lakshminarayanan (Membership No: F6423 and CP: 2788), Practicing Company Secretary, to carry out Secretarial Audit in terms of Section 204 of the Companies Act, 2013 for FY 2023-24. The Secretarial Audit Report for FY 2023-24 received from Mr. S. Lakshminarayanan in Form MR-3 is appended as Annexure - VI to this Report.

There has been no qualification, reservation or adverse remark given by the Secretarial Auditors of the Company in its Report.

36. INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board has appointed Mr. Rajat Tibra,

Chartered Accountant (Membership No. ACA471011) as the Internal Auditor of the Company for FY 2023-24 in its meeting dated 25.10.2023. The Internal Auditor presents its report to the Audit Committee at the relevant meetings.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is applicable to the Company. The Company has constituted Corporate Social Responsibility Committee under the provisions of Section 135 of Companies Act, 2013 and the rules made thereunder to monitor its CSR activities.

CSR Policy:

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link at https://www.pranavconstructions.com/ corporate-governance/

The Annual Report on CSR Activities undertaken by the Company during FY 2023-24, is annexed as Annexure – VII which forms part of this Report.

38. INTERNAL FINANCIAL CONTROL:

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.

39. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys 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.

40. PARTICULARS OF EMPLOYEES:

The provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, were not applicable to the Company during FY 2023-24 as the Company was a private limited company. However, following the conversion of the Company into a public limited company, these provisions have become applicable from FY 2024-25.

However, following the conversion of the Company into a public limited company and after the completion of FY 2023-24, the Company has obtained shareholders approval authorizing the payment of remuneration exceeding the prescribed limits for FY 2023-24 as per Section 197 of the Companies Act, 2013.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Therehasbeennoapplicationmadeoranyproceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There has been no settlement made with the banks or financial institutions during the year under review.

43. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that the Company has devised propersystemstoensurecompliancewiththeprovisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

44. CAUTIONARY STATEMENT:

The statements contained in this Report contain certain statements relating to the future and therefore are forward-looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied due to various factors such as economic conditions, change in government regulations, tax regime, other statutes, market forces and other associated and incidental factors.

45. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to Bankers, Business Associates, Consultants and various government authorities for their continued support extended to the Companys business and activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

For Pranav Constuctions Limited
(Formerly known as Pranav Constructions Private Limited)
Pranav Kiran Ashar	Ravi Ramalingam
Managing Director	Whole Time Director
Din- 06800729	Din- 08752000
Date: 24th September 2024
Place: Mumbai