puravankara ltd Directors report

To

The Shareholders,

Your Directors have the pleasure of presenting the 36th Annual Report on the business and operations of the Company, together with the audited results for the financial year ended March 31, 2022.

(Rs.in crore)

Valuation technique used	Standalone		Consolidated
	Fiscal 2022	Fiscal 2021	Fiscal 2022	Fiscal 2021
Total income	941.38	630.65	1381.65	1056.57
Profit before tax	307.18	(14.04)	285.78	(2.16)
Profit after tax/ Total Profit for the year	166.07	(9.71)	147.56	(3.94)
Total Comprehensive Income	166.44	(10.96)	146.04	(5.35)

FINANCIAL PERFORMANCE

The standalone revenues of the Company stood at 941.38 crores compared to 630.65 crores in the previous fiscal. Correspondingly, the company has earned income (after tax) of 166.07crores for the year 2021-22 as against loss (after tax) of 9.71 crores in the previous fiscal.

Taking into account the revenues and performance of the subsidiaries of the Company, consolidated revenues of the Company stood at 1381.65 crores, as compared to 1056.57 crores in the previous fiscal, showing an increase of 30.77%. Total consolidated profit after tax for the year stood at 147.56, compared to loss after tax of 3.94 crore in the previous fiscal.

The Company is in the business of real estate development and sale. The Company is following IND AS 115 for recognition of revenue. Accordingly, the revenue can be recognised only when, apart from other related conditions, the house/unit is delivered to the customer. The development and delivery of homes/units takes substantial time - often of three to five years and hence the revenue in respect of such projects can be recognised only upon such completion. Thus, there is a substantial lag in the revenue recognition. Although the sale is confirmed and customer advance is collected and construction is substantially completed, revenue cannot be recognised. Further, as and when the Company incurs any sales and marketing expenses, the same would have to be accounted as a period cost. The Company has huge marketing expenses and in the financial year 2021-22 also, the Company has incurred sales and marketing expenses which have been recognised as a period cost.

The numbers for revenue and losses for the Company on a standalone and consolidated basis reflect the aforementioned recognition of revenue on the basis of accounting standards.

The Company is planning to have an even spread of projects with different completion dates to enable continuous delivery of projects throughout the period. As there have been delays in obtaining the sanction of project plans and due to market conditions, few of the projects had to be deferred temporarily. The Company has launched plotted development projects as they have a shorter time cycle and will enable improved/ timely revenue recognition.

The productivity of the Company is growing, though revenue recognition is delayed. Due to COVID-19 and various other uncertainties in the economy, the productivity and profits in absolute measurable terms in the near future are unascertainable. In the long term, these imbalances are expected to wane off as collections are growing at a steady pace.

OPERATIONAL PERFORMANCE

Puravankara Limited achieved 3.52 msft (including 1.55 msft on standalone basis) of sales during FY 22 despite significant challenges due to the COVID pandemic. Sales value increased by 9% year on year basis to 2407 crore compared to 2202 crore during the last financial year. We accelerated our digital initiatives, which include an exclusive digital launch of two projects and online booking. During the year, six projects were launched -PalmVista, Provident Equinox, Provident Winworth, Purva South Bay, Tivoli Hills and Tree Haven.

Further, the company witnessed an increase in homebuyers with interest in larger homes, better amenities and projects that are well designed, driving consumers to consider Puravankara and Provident, both, known to offer these features. The resilient demand of residential units, including residential plots motivated us to have a healthy launch pipeline for FY23 with a new vertical Purva Land for plotted development projects. We are fully poised to capture the upcoming recovery in real estate sector with our full-fledged experience and capabilities.

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 Profit after Tax (PAT) earned by the Company during each financial year, with regard to the business exigencies and general economic outlook for distribution as dividend to shareholders.

In line with the aforesaid dividend policy and in line with the results of the Company, the Board has recommended Dividend of 5.00/- per Equity Share (100% on the paid up share of 5.00 each), on 23,71,49,686 Equity Shares, for the financial year ended March 31, 2022, to all the Shareholders, aggregating to 118,57,48,430/- subject to the approval of the same by the shareholders at the Annual General Meeting (AGM) of the Company. The said dividend is 71.4% of the profit after tax for the year 2021-22. The following is the financial implication of the dividend.

No. of paid up shares	Dividend per share (Rs.)	Total Dividend (Rs. crore)
23,71,49,686	5.00/-	118.57

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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 (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 Companys assets. In addition, there are a wide variety of operational controls and fraud risk controls, covering the entire spectrum of IFC.

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 118.58 crore as on March 31, 2022. 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 issued 1800, Secured, Unlisted, Redeemable, Non-Convertible Debentures aggregating to 180 crores, the same are outstanding as on the date of this report.

During the year, the Company has fully redeemed 1000 unlisted, unrated, secured, redeemable non-convertible debentures ("NCDs") aggregating to 100 crores of different series.

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, as amended, (hereinafter referred to as Listing Regulations).

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.

Prof. Shailaja Jha (DIN: 09060618) was appointed as NEID on February 11, 2021 and Mr. Kulumani Gopalratnam Krishnamurthy (DIN: 00012579) was appointed as NEID on June 25, 2021 by the Board of Directors, for a term of five years and the shareholders approved the same at the 35th AGM.

On account of demise of Mr. Pradeep Guha (DIN: 00180427), he ceased to be Independent Director of the Company with effect from August 21, 2021.

On the recommendation of the Nomination & Remuneration Committee, Mr. Sanjeeb Chaudhuri, Non-Executive Independent Director (NEID) was appointed by the Board of Directors in the capacity of Additional Director with effect from November 12, 2021. The members have approved his appointment vide special resolution dated December 29, 2021.

The limit of remuneration (in the form of commission) payable to the NEID will be approved by the shareholders at the said AGM and the Board of Directors of the Company have been empowered to decide the annual remuneration payable, subject to the said limit.

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 a Non-Executive Independent Director specified in the Companies Act, 2013 and the rules made thereunder and the Listing Regulations have been complied with.

TheWhole-timeDi rectors, Mr. Ravi Puravanka ra, Mr. Ashish Ravi Puravankara, Mr. Nani R. Choksey, Mr. Abhishek Nirankar Kapoor, are liable to retire by rotation. In line with this requirement, Mr. Ravi Puravankara and Mr. Abhishek Nirankar Kapoor, Whole-time Directors of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment offers themselves for reappointment as Directors. The Board has recommended their reappointment.

Mr. Ashish Ravi Puravankara (DIN: 00504524) resigned as the Chief Executive Officer of the Company on August 13, 2021.

Mr. Abhishek Nirankar Kapoor (DIN: 03456820) was appointed as Additional Director in the capacity of Executive Director, on the Board of Directors of the Company for a period of 5 years and the shareholders approved the same at the 35th AGM.

Mr. Abhishek Nirankar Kapoor was appointed as the Chief Executive Officer and the Chief Financial Officer of the Company on August 13, 2021.

Ms. Bindu D. continues in office as the Company Secretary & as Compliance Officer of the Company, under the Listing Regulations.

PERFORMANCE EVALUATION

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 the Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Board has carried out the

annual performance evaluation of its own performance, its Committees and the Directors individually. The details are stated in the Corporate Governance section of this report.

The formal annual evaluation of the performance of the Board, its committees, individual and independent Directors based on the criteria approved by the Nomination and Remuneration Committee was undertaken by the Board. As per the prescribed mechanism the performance evaluation of Independent Directors by the entire Board of Directors was undertaken in the absence of the Director being evaluated.

The Board placed on record the satisfactory performance of the Directors, the Board and its Committees.

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.

However, the mandatory requirement of holding meetings of the Board of Directors of the companies i.e., within the intervals provided in section 173 of the Companies Act, 2013 (CA13) 120 days has been complied with.

According to Regulation 17(2), the maximum time gap between any two Board Meetings cannot be more than 120 days, which has been complied with and seven meetings of the Board of Directors were held during the year. 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 were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of any recommendations.

The Board of Directors confirm that the 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 and can be accessed at www.puravankara. com/investors under the tab Policies.

1. Code of conduct for prevention of insider trading

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

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3. Policy for determining material subsidiaries

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4. Policy on materiality of related party transactions

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5. Policy for corporate social responsibility

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

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7. Risk management policy

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8. Whistle Blower Policy

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9. Dividend Policy:

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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, 2022 and of the profit/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 were operating effectively; and

f) t he Directors have devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD TRAINING, FAMILIARISATION PROGRAMME

With a view to familiarise the Directors including Independent directors of the Company of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., and as required under Listing Regulation 25(7), the Company has held various familiarisation programmes throughout the year on an ongoing basis.

The Executive Directors also have one-on-one discussion with the Directors on a regular basis. In addition, the Senior Management of the Company interacts regularly with the Directors, both individually and collectively. The above initiatives help the Directors to understand and keep themselves updated about the Company, its business and the regulatory framework in which the Company operates and equip themselves to effectively fulfill their role as Directors of the Company. 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, and the Listing Regulations.

The details of the familiarisation programmes are also placed on the Companys website: 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 31st AGM held on August 29, 2017 till the conclusion of 36th AGM.

The company proposes to re-appoint the Statutory Auditors for a further tenure of 5 years till the conclusion of 41st AGM to be held in the year 2027.

M/s. S R Batliboi & Associates LLP, Chartered Accountants, have expressed their consent for re-appointment and to continue for a further period of 5 years as Statutory Auditors of the company. They further stated that their appointment as Statutory Auditors of the Company, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013. In this connection, the Company has received from M/s R Batliboi & Associates LLP, Chartered Accountants, a consent letter to the effect that they are eligible for re-appointment and their appointment, if made would be within the prescribed limits under Section 141 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, 2022.

With regard to the Emphasis of Matter stated in the Statutory Report, as part of the notes to the financial statements, the Board of Directors state that with regard to:

Covid-19 pandemic:

The outbreak of Covid-19 pandemic globally and in India has caused significant disturbance and slowdown of economic activities. Due to the lockdown announced by the Government, the Groups operations were slowed down/ suspended and accordingly the consolidated financial results for the year ended March 31, 2022 are adversely impacted.

The Group has considered the possible effects that may result from the COVID-19 pandemic on the carrying value of assets [including property, plant and equipment, investment property, investments, inventories, loans, land advance/ deposits and receivables]. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of this pandemic, the Group, as at the date of approval of these financial results has used internal and external sources of information to assess the expected future performance of the Group. The Group has performed sensitivity analysis on the assumptions used and based on the current estimates, the Group expects that the carrying amount of these assets as at period end, are fully recoverable. The management has estimated the future cash flows for the Group with the possible effects that may result from the COVID-19 pandemic and does not foresee any adverse impact on realising its assets and in meeting its liabilities as and when they fall due. The actual impact of the COVID-19 pandemic may be different from that estimated as at the date of approval of these financial results.

Further, the Groups management has also made a detailed assessment of the progress of construction work on its ongoing projects during the period of lockdown and has concluded that the same was only a temporary slowdown in activities and has accordingly inventorised the borrowing costs incurred in accordance with Ind AS 23.

The outbreak of Covid-19 has impacted construction operations and project completion timelines of certain ongoing customer contracts of a wholly-owned subsidiary (WOS). The WOS is carrying construction work in progress as at March 31, 2022 and having regard to the WOSs ongoing discussions with its customers towards the construction work, the WOS is confident of billing the same in the ensuing quarters. Further, the WOS has also initiated proceedings with its customer for extension of certain projects completion timeline and waiver of liquidated damages thereon amounting to 12 crores. Pending resolution of the aforesaid matter, no provision has been made towards such liquidated damages

in the accompanying financial results based on the terms of the customer contracts and impact of Covid-19 pandemic.

The Group will continue to closely observe the evolving scenario and take into account any future developments arising out of the same.

b) Litigation 1:

The Group had initiated legal proceedings against its customer for recovery of receivables of 15 crores, inventories of 1 crore and customers counter claim thereon, which is currently pending before the High Court. Pending resolution of the aforesaid litigation, no provision has been made towards the customers counter-claims and the underlying receivables and other assets are classified as good and recoverable in the accompanying financial results based on the legal opinion obtained by the management and managements evaluation of the ultimate outcome of the litigation.

c) Litigation 2:

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 113 crores. Further, the Group has 11 crores recoverable from parties and claims from government authorities of 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 results based on the legal evaluation by the management of the ultimate outcome of the legal proceedings.

All the matters emphasized by the Statutory Auditor are explained in the notes to the financial statements as mentioned above and the same is self-explanatory.

COST AUDITORS

The Board appointed M/s. GNV & Associates, Cost & Management Accountants; for conducting the audit of cost records of the Company for the financial year ended 2021-22. There are 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 for conducting the audit of cost records for the financial year 2022-23. The Notice convening the 36th Annual General Meeting contains the proposal of remuneration payable to the Cost Auditors during the period 2022-23.

SECRETARIAL AUDITORS

The Board appointed M/s JKS & Co., Company Secretaries to conduct the secretarial audit of the Company for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is attached herewith marked as Annexure I to this Report. In connection with the observations in the said report, the Board of Directors state that :

• The Companys management was able to inform NSE on time. However, BSE could not be informed, inspite of several attempts, due to technical issue.

• The inclusion of the agenda item was extremely crucial for the company. The Management was able to obtain requisite clearances in the matter on 11.11.2021 and were unable to ensure availability of directors on an immediate next date and the matter could not be deferred. As such, this item was included in the meeting in the best interest of the Company, though at shorter notice. The lapse in 1 day prior intimation was not intentional.

The Board has advised the Management to ensure measures to avoid lapses.

Pursuant to Regulation 24A, material unlisted subsidiaries incorporated in India shall undertake a secretarial audit. The same has been complied with. The Secretarial Audit Report of the unlisted material subsidiary for the financial year ended March 31, 2022 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 statement 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, 2022 with related parties were in the ordinary course of business and on an arms 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 Companys 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 materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the following weblink of the Companys website: https:// www.puravankara.com/backend/assets/uploads/investors_ reports/1b1250e43727e6f75b168082da0acf9d.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.

The Indian Accounting Standards (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 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, 2022.

SUBSIDIARIES

The Company has 24 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 two are overseas. Of these, Provident Housing Limited, unlisted Indian Company is a material subsidiary as defined under the 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. Mr. Anup S. Sanmukh, Independent Director on the Board of the Company is also a member of the Board of Provident Housing Limited, which is an unlisted material subsidiary. None of the other subsidiaries are unlisted material subsidiaries.

During the year, the Company acquired Purva Asset Management Private Limited (formerly, MAP Capital Advisors Private Limited) as a wholly-owned subsidiary of the Company w.e.f. August 04, 2021.

Vagishwari Land Developers Private Limited ceased to be a subsidiary of the Company w.e.f. June 10, 2021.

Vaigai Developers Private Limited ceased to be a subsidiary of the Company w.e.f. November 09, 2021.

Nile Developers Private Limited ceased to be a subsidiary of the Company w.e.f. November 10, 2021.

Propmart Technologies Limited became a subsidiary of the Company w.e.f. March 31, 2022.

Details of other entities which became/ceased to be the Companys 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, 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 Companys website and may be accessed on the following weblink of the Companys website under the tab Financials, sub-tab Subsidiary Financials 2021-2022: 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 except the below mentioned transaction:

The Company was allotted 79,50,000 bonus shares by each of the wholly owned subsidiaries, Starworth Infrastructure & Construction Limited ("SICL") and in Provident Housing Limited ("PHL") on account of capitalization of reserves.

During May 2022, the Company was allotted 47,72,047 equity shares in Bangalore Tower Private Limited, the resulting Company on account of Demerger of Keppel Puravankara Development Private Limited, the Demerged Company.

The Company sold 47,72,047 equity shares held in Bangalore Tower Private Limited ("BTPL"), an associate of the Company, at 235.266 aggregating to 112.27 crores on 27.06.2022, consequently, BTPL has ceased to be an associate of the Company during June 2022.

The Board has approved a scheme of Employee Stock Option Plan 2022 subject to approval of the members at the forthcoming Annual General Meeting and such other approvals as may be required.

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, mechanisation of development through technological innovations is the way to address the huge demand-supply gap in the industry. Accordingly, the Company is constantly upgrading its technology to reduce costs, improve quality and achieve economies of scale.

As one of the known top brands, we will lead as early technology adopters by partnering with tech giants and startups & experiment digital innovations keeping customer experience at center to take the brand value to next level. This will enable us to counter competition, rising prices, meet increasing customer expectations, achieved an end-to- end digital transformation keeping efficiency and customer engagement at the helm which is the need of the hour.

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 projects. The details are stated in the Business Responsibility Report which forms part of this Directors Report.

Foreign exchange: Foreign exchange earned during the year ended March 31, 2022, stood at 1.51 crores while the expenditure stood at 10.89 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 Management Discussion and Analysis section.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 500 crore or more, or turnover of 1,000 crore or more or a net profit of 5 crore or more during the immediately preceding 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.

The corporate social responsibility framework, approved by the Board of Directors, and under the direct involvement of our senior management, establishes the foundations for responsible activity and socio-economic development of underprivileged and vulnerable communities. Through the framework, Puravankara conducts its CSR activities that are comprehensive and promise sustainable action with the adoption of a long-term view in decision making and constant innovation, which contributes as much as possible to the sustainable development of communities. This commitment provides added value to the Company and to its stakeholders and positively influences the reputation and credibility of our business. The Companys major CSR initiatives comprise sponsoring education of the needy and the deserving, enhancing civic beautification and promoting interest in the arts, culture and sports.

Further, the Companys initiatives also include maintenance of roads, parks, fire stations and a war memorial, apart from extending financial support to schools and creches for children of unskilled labourers. The Company also ensures welfare for seniors living in old-age homes in Bengaluru.

It is essential that the Company remains an active welcomed member of the community and that our contributions to society are shared and valued. The Company subscribes to and actively pursues positive social outcomes, while working diligently to use scale and socio-economic reach to effect meaningful transformation within the communities, the Company operates in. Importantly, the permit to conduct our business is premised on the Companys ability to demonstrate its commitment to create true significant and sustainable value for all stakeholders and to practice sound environmental stewardship.

Puravankara strongly believes that corporates have a special and continuing responsibility towards the society. The Group focuses on creating a sustainable impact on the development of communities through initiatives in education, health and safety, civic amenities as well as the environment. The philanthropic and CSR initiatives of the Group over the past decade are a proof of this belief. It has strengthened its internal processes and established long-lasting partnerships with various organizations in doing so. The impact of the CSR initiative of the Company is outlined herein below:

Rainwater harvesting: An initiative in rainwater harvesting (RWH) whereby 6 open wells were dug, 3 recharge wells made, 4 wells were rejuvenated and this enabled

• Reduction in the withdrawal of groundwater and reduced hiring of water tankers for Gardening / other office purposes.

• Reduction in flooding due to rainwater.

• Improvement of the aquifer levels - Recharge wells wherein a precast concrete ring lined structure, typically a meter or 1.5 meters in diameter and of depth of 3 to 8 meters is used and the recharge well helps water run-off from rooftops, paved areas and roads, filters it and sends it underground to increase the water table. Unlike a conventional well which taps into the aquifer, the recharge well sends water into the aquifer.

Scholarship program: Scholarships were provided to students pursuing Graduation from Pune, Chennai, and Goa. The scholarship covers the tuition and non-tuition fees. This has

• benefited 102 students in 2021-22

• benefited 166 students from 2019-20 to 2021-22

Health: The contribution has helped in providing a large ration bundle, supplements, in-meals, hot meals, and fruits for a month to approx. 80 children affected by cancer.

Educational Infrastructure: The contribution has helped in improving the infrastructure of a school run by an NGO.

Support extended to the Mentally Challenged: The contribution has supported about 166 children challenged by intellectual or developmental ability, by sponsoring training, for one year, at a special school educating children with special needs within the age group of 4-16 years.

Maintenance of Medians and Park: This has enabled in improving the Civic beautification and greenery throughout the year, improving the aquifer levels, increase in joggers/ walkers/ health enthusiasts/ cyclists on the cycle track median.

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

ANNUAL RETURN

The annual return of the Company, pursuant to Section 92 of the Companies Act, 2013 is accessible on the link https:// www.puravankara.com/investors

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

NOMINATIONANDREMUNERATION.pdf

BUSINESS RESPONSIBILITY REPORTING

As per clause (f) of sub regulation (2) of regulation 34 of 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 the SEBI. Your company is ranked 655 amongst the listed entities on the basis of market capitalization as on March 31, 2022. The Business Responsibility 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 is attached herewith as Annexure VIII.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CREDIT RATING

During July 2021, the Rating Committee of ICRA has upgraded the previous rating and assigned a long-term rating of [ICRA] A- and outlook has been revised to Stable from Positive and has upgraded the previous short term rating to [ICRA] A2+ for 3,000 crore bank facilities of the Company.

SHARES UNDER COMPULSORY DEMATERIALISATION:

The Companys equity shares are compulsorily tradable in electronic form. As on March 31, 2022, 0.0000006% of the Companys total paid-up equity capital representing 162 shares (five shareholders) is in physical form and the remaining shares i.e. 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.

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	23,71,49,524	99.9999994%
PHYSICAL	162	0.0000006%
TOTAL	23,71,49,686	100%

During the year 2021-22, 1,814 shares, belonging to 33 shareholders, in respect of which dividend had not been claimed by the shareholders for seven consecutive years or more, were transferred to the Investor Education and Protection Fund. The details are provided on the website of the Company.

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 on 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 Companys 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. The status of complaints is as follows:

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

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

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

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.

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.