Puravankara Ltd Directors Report

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS

( in crore)

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

FINANCIAL PERFORMANCE STANDALONE

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

CONSOLIDATED

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

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

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

OPERATIONAL PERFORMANCE

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

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

COMPLETED PROJECTS

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

ONGOING PROJECTS

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

DIVIDEND

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

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

TRANSFER TO RESERVES

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Adequate internal control systems commensurate with the nature of the 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.

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

SHARE CAPITAL

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

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

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the period under review and hence no information under Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

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

EMPLOYEE STOCK OPTION PLAN

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

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

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

DEBENTURES

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

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

DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the period under review, the Board of the Company comprised of 7 (Seven) Directors, out of which 4 (Four) are Executive Directors and 3 (Three) are Non-Executive Independent Directors. During the period under review, the composition of the Board was as follows, in due compliance with the provisions under the Companies Act, 2013 and Listing

Regulations:

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

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

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

During the period under review,

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

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

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

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

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

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

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

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

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

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

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

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

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

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

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

O Discussed the business continuity plan in the organization.

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

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

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

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

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

MEETINGS OF THE BOARD

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

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

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

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

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

COMMITTEES OF THE BOARD

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

(i) Audit Committee:

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

(ii) Nomination and Remuneration Committee

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

(iii) Stakeholders Relationship Committee

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

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

(iv) Risk Management Committee

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

(v) Corporate Social Responsibility Committee

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

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

(vi) Management Sub-Committee:

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

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

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

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

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

The policy is available on the website of the Company at the link: https://www.puravankara.com/

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DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31, 2025, and of the profit and Loss of the Company for that period;

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

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

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

AUDITORS & AUDITORS REPORT STATUTORY AUDITORS

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

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

The Statutory Auditors have expressed an unmodified opinion

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

COST AUDITORS

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

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

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

SECRETARIAL AUDITORS

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

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

INTERNAL AUDITORS

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

AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER

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

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

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

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS

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

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

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

SUBSIDIARIES

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

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

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

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

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

A. CONSERVATION OF ENERGY

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

iii. Capital investment in energy conservation equipment

iii. Capital investment in energy conservation equipment	Energy-Efficient Equipment
	Upgrade to energy-efficient mechanical equipment and machinery across all projects.
	Installation of Centrifugal Chillers with higher COP (Co-efficient of Performance)
	Emerging Technologies
	Explore new and emerging alternative energy technologies and materials.
	Collaboration and Partnerships
	Collaborate with other companies, governments, or organizations to advance alternative energy initiatives.
	Implement energy management systems to monitor and control energy usage.
	Develop energy-saving policies and procedures.
	Incorporate energy-efficient design principles in construction projects.
	Explore energy storage options like batteries to optimize energy usage.
	Consider carbon offsetting or purchasing renewable energy credits.
	Develop a sustainability reporting framework to track progress and share achievements.
	Engage with local communities and stakeholders to promote sustainable energy practices.
	By implementing these strategies, we can significantly reduce energy consumption, carbon emissions, and environmental impact while promoting a culture of sustainability and innovation.

B. TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption	O Enhanced security posture of the organization by initiating Extended Detection and Response (XDR), Single Sign On (SSO), Multi Factor Authentication (MFA) & Security Operation Centre (SOC).
	O E-Payment & E-Collection using Easebuzz integration - Reduced unknown payments and expedited collection consolidation.
	O Service Module Implementation and rollout in Salesforce - have better visibility, transparency and improved TAT for customer interaction and engagement.
ii. Benefits derived like product improvement, cost reduction, product development or import substitution	We use sustainable materials for effectively reducing the carbon footprint in the environment.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) Details of technology imported; b) Year of import; c) Whether the technology has been fully absorbed; and d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.	NA
iv. Expenditure incurred on Research and Development.	NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

( In Lakhs.)

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

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

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

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

RISK MANAGEMENT POLICY

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During 2024-25, we continued to focus our CSR efforts in

building the fundamentals of society:

• Environment and sustainability

• Education

• Art and culture

• Para Sport

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

Medians and park maintenance

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

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

Miyawaki forest - tree plantation in rural Bengaluru

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

Water Conservation Initiatives (Million Wells Program)

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

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

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

Vidyasarathi with Protean and TISS

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

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

Khel Khel Mein

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

Supporting Education through facility enhancement

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

Swami Vivekananda Cultural Youth Centre - Viveka Smaraka, Mysuru:

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

Promotion of Paralympic sport

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

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

• Badminton Training & Competition - 80 participants

• Para Shot Put Training - 40 participants

• Para Swimming Training & Competition - 80 participants ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

REMUNERATION POLICY

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CREDIT RATING

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

INSIDER TRADING REGULATIONS

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

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

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

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

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

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

UNCLAIMED AND UNPAID DIVIDENDS, AND TRANSFER OF SHARES TO IEPF

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

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

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

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

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

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

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

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

DISCLOSURE UNDER THE REQUIREMENTS OF MATERNITY BENEFIT ACT, 1961

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

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

STATEMENT SHOWING FOREIGN OWNERSHIP LIMITS

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

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

OTHER POLICIES

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

OTHER DISCLOSURES

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

were not applicable During the period under review:

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

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

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

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

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

ACKNOWLEDGEMENTS

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

sd/-	For and on behalf of the Board of Directors of Puravankara Limited	sd/-
Ashish Ravi Puravankara		Amanda Joy Puravankara
Managing Director		Additional Whole Time Director
Din: 00504524		Din: 07128042
Date: August 08, 2025		Date: August 08, 2025
Place: Bengaluru		Place: Bengaluru