Puravankara Ltd

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS (Rs.in crore)

The standalone revenue of the Company stood at Rs. 1,105.71 crores compared to Rs. 648.24 crores in the previous financial year. Correspondingly, the company has earned profit (after tax) of Rs. 33.54 crores for the year 2023-24 as against a profit (after tax) of Rs.114.24 crores in the previous financial year. The consolidated revenue of your Company stood at Rs. 2,185.26 crores, as compared to Rs. 1,235.77 crores in the challenges in terms of repo rate increases previous financial Total consolidated profit after tax for the year stood at Rs. 42 Crores compared to the profit after tax of Rs. 66.52 Crore in the previous financial Your Company is in the business of real estate development and sale and follows IND AS 115 for recognition of revenue. Accordingly, revenue can be recognized only when, apart from other related conditions, the house/unit is delivered to the customer. The development and delivery of homes/ units take substantial time often three to five years and hence revenue in respect of such projects can be recognized only upon completion of such projects. Thus, there is a substantial lag in revenue recognition. Although the sale is confirmed and customer advance is collected and construction is substantially completed, revenue cannot be recognized in line with prevailing regulations. Further, as and when the Company incurs any sales and marketing expenses, the same needs to be accounted for as a cost for that period. To ensure successful launch of projects, your Company incurs a substantial amount of marketing expenses and in the financial year 2023-24 too, your Company incurred sales and marketing expenses which have been accounted for the financial To ensure a balance between revenue and cost, your Company has ensured sufficient spread of its projects across different timelines in a manner to enable continuous delivery of projects and cash flows throughout the year under review. The Company has also started launching plotted development projects which will have a shorter completion cycle.

Puravankara Limited achieved an area of 7.35 million sq. ft. in the financial year 2023-24 as compared to 4 million sq. ft. in the previous financial year 2022-23. Despite by significant RBI and a sluggish economic environment triggered by year, showing an increase of 76.83%. elevated inflation and pressure on incomes, the sales value increased by 90% on a year-on-year basis to Rs. 5,914 crores compared to Rs. 3,107 crores during the previous financial . year. We accelerated our digital initiatives, which include an exclusive digital launch of two projects and online booking. During the year, projects launched by the Company include Soukhyam, Raagam, Kensho Hills, Ecopolitan, Deansgate, Botanico, Kenvista - 1-4 tower, Purva Okashire, One Park Avenue 1, One Park Avenue 6, Provident Kevista 10, 11 and 12 across India.

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

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

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

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

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

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

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

During the period under review, 13,13,056 options were granted to the employees of the Company under Puravankara Employee Stock Option Plan -2022 ("Plan-2022") implemented in accordance with the provisions under SEBI (Share Based Employee Benefit & Sweat Equity) Regulations, 2021 ("SBEB Regulations, 2021"). Pursuant to the provisions under Regulation 13 of SBEB Regulations, 2021, the Secretarial Auditor's certificate on the implementation of the Plan -2022, in accordance with the aforesaid Regulations, will be made available at the Annual General Meeting.

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

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

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

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

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

During the year under review,

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

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

**Mr. Sudip Chatterjee was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. May 26, 2023. In accordance with the provisions under Section 152 (6) of the Companies Act, 2013, Mr. Ravi Puravankara (DIN: 00707948) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment and the same has been recommended by the Board for the approval of shareholders, on the recommendation made by the Nomination and Remuneration Committee of the Company.

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

The Board confirms that all Independent Directors of your

Company have given a declaration to the Board that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of the Listing Regulations. Further, they have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Further, the Board is of the opinion that the Independent Directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors. During the Financial Year 2023-24, a separate meeting, exclusively of the Independent Directors was held on March 30, 2024, in which the Independent Directors transacted the following businesses along with few other important strategic and policy-related matters: Reviewed performance of the Executive Directors and Management of the Company. Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company.

Discussed the strategic matters of the Company and the current state of the real-estate industry. Discussed the business continuity plan in the organization.

The Nomination and Remuneration Committee ("NRC") has formulated criteria for Board evaluation, the functioning of its committees and individual Directors including Independent Directors and specified that such evaluation will be done by the NRC and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing Regulations, as amended. The Company believes that it is the collective effectiveness of the Board that impacts the Company's performance. The Board's performance is assessed against the role and responsibilities as provided in the Act and SEBI Listing Regulations. The parameters for the Board's performance evaluation have been derived from the Board's core role of trusteeship to protect and enhance shareholders' value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company. The evaluation of the functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairperson with the

Board.

Individual Directors are evaluated in the context of the role played by each Director as a member of the Board, in realizing the vision and mission of the Company. While the Board evaluated its performance as per the parameters laid down by the NRC, the evaluation of Individual Directors was carried out in reference to those laid down parameters, in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the 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 SEBI Listing Regulations.

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

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

For further details, please refer to the Corporate Governance Section forming part of this Annual Report. The recommendations and suggestions of the Audit Committee and the other Committees of the Board were duly considered and accepted by the management of your Company and implemented thoroughly. The Board of Directors further confirm I and II issued by the Institute of Company Secretaries of India have been complied with.

As on March 31, 2024, the Board had six (6) Committees: (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Corporate Social Responsibility Committee (iv) Stakeholders' Relationship Committee (v) Risk Management Committee and (vi) Management SubCommittee of the Board.

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

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

A Stakeholders relationship Committee, has been constituted in line with the provisions under Regulation

20 of the SEBI Listing Regulations and Section 178 (5) of the Companies Act 2013. You may refer section on Corporate Governance, under the head ‘Stakeholders Relationship Committee' for matters relating to constitution, meetings, and terms of reference of the Committee.

The Company has in place a Risk Management

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

(v) Corporate Social Responsibility Committee that the Secretarial Standards In pursuance of the provisions of Section 135 of the Companies Act, 2013 and Companies' (Corporate

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

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

Pursuant to the provisions under Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report their genuine concerns. At Puravankara, we have a comprehensive whistle-blower policy that allows and encourages all stakeholders to bring to the management's notice concerns about suspected unethical behaviour, malpractice, wrongful conduct, fraud and violation of the company's policies. The policy is available on the website of the Company at the link: https://www.puravankara.com/backend/assets/uploads/ investors_reports/e8e3d504efd3bfc6334a78628224ab1d. pdf

Pursuant to the provisions under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year on March 31, 2024, and of the profit of the Company for that c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts of the Company have been prepared on a ‘going concern' basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

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

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

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

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

The Statutory Auditors have expressed an unmodified opinion in their Consolidated Auditors' Report and the

Standalone Auditors' Report in respect of the audited financial statements for the financial year ended March 31, 2024.

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

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

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

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

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

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

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

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

The policy on dealing with Related Party Transactions as approved by the Board can be accessed at https://www. puravankara.com/backend/assets/uploads/investors_ reports/64ddec251476e2067fcb41c4b440606b.pdf Please refer to the details in Annexure III for Form AOC-2.

In accordance with the provisions under Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations, the Standalone and Consolidated Financial Statements of the Company, prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report. The financial statements are available for inspection during business hours at the Registered Office of your Company.

In pursuance of the provisions under Section 129(3) of the Companies Act 2013, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at :https://www.puravankara.com/investors

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

T-Hills Private Limited, are material unlisted subsidiaries of the Company as defined In pursuance of the provisions under regulation 24 of the Listing Regulations, the following Independent Directors of the Company were appointed on the Board of Directors of material subsidiaries:

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

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

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

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:

(Amount in INR in Lakhs)

(Rs.in Lakhs)

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

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. The policy is available on the website of the Company at: https://www.puravankara.com/backend/assets/uploads/ investors_reports/2cbdca9c0398f68d78b2f61527314d76. pdf

According to Section 135 of the Companies Act, 2013, read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the said Act the Company is required to constitute a Corporate Social Responsibility (CSR) Committee comprising of three or more directors, with at least one of them being an Independent Director. During the financial year, the Company has complied with the requirement pertaining to Corporate Social Responsibility. The Corporate Social Responsibility Policy, authorised by the Board of Directors on the recommendation of the Board's CSR Committee, has laid the groundwork as a responsible corporate citizen for the long-term sustainability and socio-economic development of underserved and vulnerable areas and communities. Through the Policy, your Company performs comprehensive CSR operations that assure long-term impact, with a strategic perspective in decision-making and ongoing innovation, contributing as much as possible to the sustainable development of people and communities. This commitment adds value to your Company's standing as an upright member of the community, while also positively influencing your Company's brand positioning. During 2023-24, we continued to focus our CSR efforts in building the fundamentals of society: Environment and sustainability Education

Art and culture

Below are few of the long-term CSR interventions by

Puravankara in its chosen areas:

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

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

In line with its vision for an equitable future, Puravankara has partnered with Vidyasaarathi, an online scholarship platform by Protean eGov Technologies Limited (formerly NSDL e-Governance Infrastructure Limited) for MES colleges in Goa. Through this initiative, Puravankara intends to support students pursuing higher education. Apart from their academic performance, the eligibility criteria included students whose annual family income is less than Rs. 5 lakhs and students belonging to the local community. During FY 2023-24, a total of Rs.11 lakhs was disbursed through the scholarship to cover 27 students.

In association with the Wockhardt Foundation, Puravankara is contributing towards the Khel Khel Mein Program. This program adopts a unique approach of working with underprivileged children in the age group of 6-12 years in slum communities with an aim of providing a space to engage them in recreational activities within a structured program based on human values and character. Under the program, children are provided with opportunity to play with toys and games with an emphasis on human values, English language and basics of maths and science. The focus is to spread happiness and joy to the students while creating awareness about the importance of fun-based learning in the society. Puravankara has contributed to setting up 6 Khel Khel Mein centres in Bangalore & Mumbai. Across these centres about 213 children have benefitted from the program.

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

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

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

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

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

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.

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

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

Your Company believes that strong corporate governance is critical to enhancing and retaining the stakeholder's trust. Your Company also endeavors to enhance long-term stakeholder value and practice good governance in all its business decisions. In Pursuance of the provisions under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on Corporate Governance practices followed by the Company and a certificate from Mr. Nagendra D Rao, Practicing Company Secretary, regarding the compliance of the conditions of Corporate Governance is enclosed herewith.

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

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

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

The Code of Conduct to Regulate, Monitor and Report trading by Designated Persons or material orders were passed by and their Immediate Relatives; The Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI); and The Policy on determination of legitimate purposes for sharing unpublished price sensitive information and on dealing with leakage or suspected leakage of unpublished price sensitive information. The aforesaid policies/codes are available on the website of the Company at: https://www.puravankara.com/investors/ Further, the Company has put in place an adequate and effective system of internal controls including maintenance of a structured digital database and standard operating procedures to ensure compliance with the requirements of the PIT Regulations, to track the sharing of UPSI and prevent insider trading.

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

Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the provisions of the aforesaid act.

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

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

Neither the Managing Director nor the Whole-Time Directors of the Company received any remuneration or commission from any of the subsidiaries of the Company; the No significant

Regulators or Courts or Tribunals which would impact the ‘going concern' status of the Company' and its future operations; There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016; There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions; There was no change in the nature of the business of the Company.

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