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To,

The Members Prozone Realty Limited

(formerly, Prozone intu Properties Limited)

Your Directors' are delighted to present 18^th Annual Report on the business and operations of your Company for the year ended March 31,2025.

FINANCIAL RESULTS & OPERATIONS

Rs in Lakhs

STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE

Standalone:

The Company's gross (total) income for the financial year ended 31st March 2025 has decreased to ' 2081.03 lakhs as against ' 2633.50 lakhs during the previous year, profit before tax decreased to ' 569.85 lakhs against profit of ' 1112.31 lakhs during previous year and the profit after tax was decreased to ' 360.87 lakhs as compared to ' 634.49 lakhs in the previous year.

Consolidated:

The Company's gross (total) income for the financial year ended 31st March 2025 decreased to ' 19121.69 lakhs from ' 20216.13 lakhs during the previous year, loss before tax of the reporting year stood at ' 305.01 lakhs against a profit of ' 635.81 lakhs in the previous year. The loss after tax of the reporting year stood at ' 5435.93 lakhs against a profit of ' 285.25 lakhs reported in the previous year.

DIVIDEND:

in order to conserve the financial resources for future growth of the company, your management decided not to propose a dividend for the year ended March 31,2025, thus there is no appropriation of any amount to the General Reserve during the year under review.

LISTING:

The equity shares of the Company are listed on The BSE Limited (BSE) and The National Stock Exchange of india Ltd. (NSE) and the listing fees for the year 2025-26 had been paid.

SHARE CAPITAL:

The paid-up equity share capital of your company stood at ' 3,052.06 lakhs consisting of 15,26,02,883 equity shares of ' 2/- each fully paid-up. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March 2025 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has 8 subsidiaries as on 31st March 2025 including 3 step-down subsidiaries and 1 Joint Venture Company.

Direct Subsidiaries:

1. Alliance Mall Developers Co. Private Limited

2. Kruti Realtors and Developers Private Limited (Formerly, Kruti Multitrade Pvt Ltd)

3. Prozone Developers & Realtors Private Limited

4. Prozone intu Developers Private Limited

5. Prozone Liberty international Limited, Singapore (Foreign subsidiary)

Step-down subsidiaries:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni infrastructure Private Limited

Associate Companies/ Joint venture:

1. Calendula Commerce Private Limited

The Board of Directors ('the Board') regularly reviews the affairs of the subsidiary/joint venture/associate companies. A statement containing the salient features of the financials statement of subsidiary/joint venture/associate companies pursuant to the provision of section 129 (3) of the Companies Act 2013 read with rule 8(1) of the Companies Accounts Rules, 2014, is provided in format AOC-1 to the consolidated financial statement and therefore not repeated to avoid duplication.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of each of its subsidiaries, will be made available on our website www.prozonerealty.com in due course of time. These documents will also be available for inspection during business hours at the registered office of the Company

The copies of accounts of subsidiary companies can be sought by the member of the company by making a written request address to the Company Secretary at the registered office of the company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Reg. 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of Annual Report under the head 'Management Discussion and Analysis'.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detention of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future during the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has neither invited nor accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Resignation, subsequent re-appointment and retirement by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Bipin Gurnani, (DIN: 07966971) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, he offered himself for re-appointment. Accordingly, the proposal of his reappointment has been included in the Notice convening the Annual General Meeting of the Company.

The reappointment of Mr. Nikhil Chaturvedi, Managing Director, for a further period of three years is proposed in the ensuing Annual General Meeting.

A brief resume along with other details about Mr. Nikhil Chaturvedi and Mr. Bipin Gurnani as per the requirements of Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

• Declaration by Independent Directors:

The Company has received necessary declarations from all Independent Directors pursuant to the requirement of section 149(7) of the Companies Act, 2013 that they fulfill the criteria of independence laid down in section 149(6) read with Schedule IV to Companies Act, 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations, 2015.

• Familiarization Programme:

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https://content.app-sources.com/s/91341600969113653/ uploads/Compliance/Familiarisaion_Programme_for_IDs_ Prozone 25.05.2023-8790560.pdf

• Key Managerial Personnel:

Mr. Nikhil Chaturvedi, Managing Director was appointed as a Key Managerial Personnel w.e.f. 1st March 2025 in place of Mr. Salil Chaturvedi. As on 31st March 2025, the following were the Key Managerial Personnel of the Company;

• Board Evaluation:

Pursuant to the Companies Act, 2013 a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the 'Nomination and Remuneration Committee' and 'Code for Independent Directors' and pursuant to applicable regulations of Chapter II and Chapter IV read with schedule IV to SEBI (LODR) Regulations, 2015, evaluated the performance of Board members.

The Board after due discussion and taking into consideration of the various aspects such as performance of specific duties, obligations, Board's functioning, composition of the Board and its Committees and governance expressed their satisfaction with the evaluation process and performance of the Board.

• Remuneration Policy:

The Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. This Remuneration Policy applies to Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) of the Company, is attached to this report as 'Annexure 1'.

Secretarial Standards:

The Directors states that applicable Secretarial Standards, i.e. SS-1, SS-2 and SS-4 relating to 'Meeting of the Board of Directors,'General Meetings'and Boards'Report, respectively, have been duly followed by the Company. Since Company has not declared any dividend during the previous year, the compliance under SS-3 was not applicable to the Company during last year.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors' states that:

a. in the preparation of the annual accounts for the year ended March 31 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

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 as at March 31 2025 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the annual accounts on a 'going concern' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and 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.

AUDITORS:

Statutory Auditors

M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W), were appointed as the Statutory Auditors of the Company at 15th Annual General Meeting (AGM) of the Company held on 30th September 2022 to hold office until the conclusion of 20th Annual General Meeting.

The statutory Auditors report on the financial statement for the financial year ended on 31st March 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and Secretarial Audit Reports

Pursuant to Section 204 of Companies Act, 2013, the Board of Directors had appointed M/s. HSPN Associates & LLP (Erstwhile HS Associates), Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditor's Report is attached to this report as 'Annexure 2. The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Reports of the material subsidiaries viz. Alliance Mall Developers Co Private Limited, Empire Mall Private Limited and Hagwood Commercial Developers Private Limited have been annexed along with the report of the Company.

Internal Auditors

Pursuant to Section 138 of Companies Act, 2013 and as recommended by Audit Committee, the Board of Directors has appointed M/s Moore Singhi Advisors LLP. Chartered Accountants, Mumbai to undertake the Internal Audit of the Company including performing internal audit of the activities of the Company's subsidiary,

DEMATERIALIZATION OF SHARES:

Break up of shares in physical and demat form as on 31st March 2025

Shareholders who continue to hold shares in physical form are advised to dematerialise their shares at the earliest, For any clarifications, assistance or information, relating to dematerialization of shares, the Company's RTA may be contacted,

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres, The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaint Committee is set up to redress complaints if received and are monitored on regular basis,

During the year under review, Company did not receive and dispose any complaint regarding sexual harassment and no complaints were pending beyond 90 days,

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

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2025 is given below and forms part of the Directors' Report

A. Conservation of Energy

i) The steps taken or impact on conservation of energy: Nil

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

iii) The capital investment on energy conservation equipments: Nil

Your Company is not engaged in manufacturing activity and thus its operations are not energy intensive, However, adequate measures are always taken to ensure optimum utilisation and maximum possible saving of energy,

B. Technology Absorption

i) The efforts made towards technology absorption : Nil

ii) The benefits derived like product improvement, cost reduction, product development or import substitution : Nil

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable

(a) Details of Technology Imported;

(b) Year of Import;

(c) Whether the Technology has been fully absorbed;

(d) i f not fully absorbed, areas where absorption has not taken place, and the reasons thereof,

iv) Your Company has not incurred any expenditure on Research and Development during the year under review,

C. Foreign Exchange Earnings and Outgo

During the year under review the details of foreign exchange earnings & outgo are as follows:

Foreign Exchange Earnings: Nil,

Foreign Exchange Outgo: Nil

DISCLOSURES UNDER COMPANIES ACT 2013

• Extract of Annual Return:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,

2014, the Annual Return is available on the website of the Company on the following link: https://prozonerealty.com/ annual-reports-annual-return

• Number of meetings of the Board:

The Board met five times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report, The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013 and SEBI (LODR) Regulations,

2015,

• Committees of the Board:

The Board has established committees as per the requirement of Companies Act 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the Committees as on 31st March 2025 as per the applicable provisions of the Act, Rules and SEBI (LODR) Regulations, 2015 was as under:

*Mr. Umesh Kumar was appointed as Chairman of NRC w.e.f. 28th May 2025 and Mrs. Deepa Misra Harris became member of the NRC.

• Vigil Mechanism/ Whistle Blower Policy:

Your Company has established a Vigil Mechanism and implemented Whistle Blower Policy, the mechanism to provide adequate safeguards against victimisation of director(s)/employee(s) who use mechanism to report genuine issues and also provide direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee of your Company oversees the Vigil Mechanism on regular basis.

Your Company hereby affirms that no director/ employee have been denied access to the Chairman of Audit Committee and that no complaints were received during the year.

The policy on Vigil Mechanism may be accessed on Company's website at the following link:

https://prozonerealty.com/policies-other-requirements

• Particulars of loans, guarantees and investments:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are form part of the notes to the financial statements provided in this Annual Report.

• Particulars of contracts or arrangements entered into with related parties:

The particulars of contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure 3' to the Boards' Report.

• Particulars of employees:

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure 4' to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company are available to Shareholders for inspection on request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, on investorservice@ prozonerealty.com, whereupon a copy would be sent.

• Transfer to Reserves:

During the year, Company was not required to transfer any amount to reserve.

• Material changes and commitments:

No material changes and commitments affecting the financial position of your Company have occurred between 31st March, 2025 and the date of the report.

• Corporate Social Responsibility:

The initiatives taken by the Company on Corporate Social Responsibility during the year as per the Rule 9 of the Companies (Corporate Social Responsibility Policy), Amendment Rules, 2021 have been appended as Annexure 5' attached to this report.

REMOTE E-VOTING FACILITY TO MEMBERS:

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Reg. 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to provide members the facility to exercise their right to vote at the 18^th Annual General Meeting (AGM) by electronic means and the business may be transacted through remote E-Voting Services to be provided by MUFG Intime India Pvt Ltd (Formerly, Link Intime India Pvt Ltd)

ELECTRONIC FILING:

The Company periodically uploads the Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports and others reports and intimations filed with Stock Exchanges etc. and other information on its website viz. www.prozonerealty.com.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no shares lying in demat suspense account of the Company.

DESIGNATED PERSON TO PROVIDE INFORMATION TO REGISTRAR:

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014 as amended vide the Companies (Management and Administration) Second Amendment Rules, 2023, and such other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, the Company Secretary of the Company is the deemed 'Designated Person' and has been authorized for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to Beneficial Interest in shares of the Company.

MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961.

APPRECIATION:

Your Directors take this opportunity to express their gratitude and sincere appreciation for the dedicated efforts of all the employees of the Company. Your Directors are also thankful to the esteemed shareholders for their support and confidence reposed in the Company and to the Stock Exchanges, Government Authorities, Banks, Solicitors, Consultants, and other business partners.